THIRD
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
BUILD-A-BEAR WORKSHOP, INC.

It
is hereby certified that:

1.
The present name of the corporation (herein called the “Corporation”) is
BUILD-A-BEAR WORKSHOP, INC., which is the name under which the Corporation was
originally incorporated; and the date of filing the original Certificate of
Incorporation of the Corporation with the Secretary of State of Delaware is March 31, 2000. The Corporation filed an Amended and Restated
Certificate of Incorporation with the Secretary of State of Delaware on September 21,
2001.

2.
The Restated Certificate of Incorporation of the Corporation, as heretofore amended
and/or supplemented, is hereby amended in its entirety as set forth in the
Third Amended and Restated Certificate of Incorporation of Build-A-Bear
Workshop, Inc., as provided for herein.

3.
The Third Amended and Restated Certificate of Incorporation has been duly
adopted by the stockholders in accordance with the provisions of Sections 228,
242 and 245 of the General Corporation Law of the State of Delaware.

4.
The Certificate of Incorporation of the Corporation shall at the effective time
of this Third Amended and Restated Certificate of Incorporation, read as set
forth on Exhibit A hereto.

IN
WITNESS WHEREOF, said Build-A-Bear Workshop, Inc., has caused this certificate
to be signed by Maxine Clark, its Chief Executive Officer, this 2nd day of
November, 2004.

BUILD-A-BEAR WORKSHOP, INC.

By:

/s/
Maxine Clark

Name:

Maxine Clark

Title:

Chief Executive
Officer

Exhibit
A

THIRD
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
BUILD-A-BEAR WORKSHOP, INC.

ARTICLE
FIRST

The
name of the Corporation is Build-A-Bear Workshop, Inc.

ARTICLE
SECOND

The
address of the registered office of the Corporation in the State of Delaware is
1209 Orange St., Wilmington, Delaware, New Castle County, 19801. The name and
address of its registered agent is The Corporation Trust Company, 1209 Orange
St., Wilmington, Delaware, New Castle County, 19801.

ARTICLE
THIRD

The
purpose of the Corporation is to engage in any lawful act or activity for which
corporations may be organized under the General Corporation Law of the State of
Delaware.

ARTICLE
FOURTH

1.Authorized Stock. The total number of shares of all classes of stock
which the Corporation shall have authority to issue is 65,000,000 shares,
consisting of (i) 50,000,000 shares of Common Stock,
par value $.01 per share (the “Common Stock”) and (ii) 15,000,000 shares of
Preferred Stock, par value $.01 per share (the “Preferred Stock”).

2.Common Stock. The powers, preferences and rights, and the
qualifications, limitations and restrictions, of the Common Stock are as
follows:

(a)No Cumulative Voting. The holders of shares of Common Stock shall not
have cumulative voting rights.

(b)Dividends; Stock Splits. Subject to the rights of the holders of
Preferred Stock, and subject to any other provisions of this Third Amended and
Restated Certificate of Incorporation, as it may be amended from time to time,
the holders of Common Stock shall be entitled to receive such dividends and
other distributions in cash, stock or property of the Corporation when, as and
if declared thereon by the Board of Directors from time to time out of assets
or funds of the Corporation legally available therefor.

(c)Liquidation, Dissolution, etc. In the event of any liquidation,
dissolution or winding up (either voluntary or involuntary) of the Corporation,
the holders of shares of Common Stock shall be entitled to receive the assets
and funds of the Corporation available for distribution after payments to
creditors and to the holders of any Preferred Stock of the Corporation that may
at the time be outstanding, in proportion to the number of shares held by

them,
respectively. For purposes of this paragraph 2(c), the voluntary sale,
conveyance, lease, exchange or transfer (for cash, shares of stock, securities,
or other consideration) of all or substantially all of the assets of the
Corporation or a consolidation or merger of the Corporation with one or more
other corporations or other persons (whether or not the Corporation is the
corporation surviving such consolidation or merger) shall not be deemed to be a
liquidation, dissolution or winding up, voluntary or involuntary.

(d)Merger, etc. In the event of a merger or consolidation of the
Corporation with or into another entity (whether or not the Corporation is the
surviving entity), the holders of each share of Common Stock shall be entitled
to receive the same per share consideration on a per share basis.

(e)Voting. At every meeting of the stockholders of the Corporation in
connection with the election of directors and all other matters submitted to a
vote of stockholders, every holder of Common Stock is entitled to one vote in
person or by proxy for each share of Common Stock registered in the name of the
holder on the transfer books of the Corporation. Except as otherwise required
by law, the holders of Common Stock shall vote together as a single class,
subject to any right that may be conferred upon holders of Preferred Stock to
vote together with holders of Common Stock on all matters submitted to a vote
of stockholders of the Corporation.

(f)No Preemptive or Subscription Rights. No holder of shares of Common Stock
shall be entitled to preemptive or subscription rights.

3.Preferred Stock.

(a)
The Preferred Stock may be issued from time to time in one or more classes or
series. The Board of Directors is hereby authorized to provide for the issuance
of shares of Preferred Stock in a class or series and, by filing a certificate
pursuant to the applicable law of the State of Delaware (a “Preferred Stock
Designation”), to establish from time to time the number of shares to be included
in each such class or series, and to fix the designation, powers, preferences
and rights of the shares of each such class or series and the qualifications,
limitations and restrictions thereof. The authority of the Board of Directors
with respect to each class or series shall include, but not be limited to,
determination of the following:

(i) The
designation of the class or series, which may be by distinguishing number,
letter or title;

(ii)
The number of shares of the series, which number the Board of Directors may
thereafter (except where otherwise provided in the Preferred Stock Designation)
increase or decrease (but not below the number of shares thereof then outstanding);

(iii)
Whether dividends, if any, shall be cumulative or noncumulative
and the dividend rate of the class or series;

(iv)
The dates on which dividends, if any, shall be payable;

(v)
The redemption rights and price or prices, if any, for shares of the class or
series;

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(vi)
The terms and amount of any sinking fund provided for the purchase or redemption
of shares of the class or series;

(vii)
The amounts payable on, and the preferences, if any, of, shares of the class or
series in the event of any voluntary or involuntary liquidation, dissolution or
winding up of the affairs of the Corporation;

(viii)
Whether the shares of the class or series shall be convertible into shares of
any other class or series, or any other security, of the Corporation or any
other corporation, and, if so, the specification of such other class or series
of such other security, the conversion price or prices or rate or rates, any
adjustments thereof, the date or dates at which such shares shall be convertible
and all other terms and conditions upon which such conversion may be made;

(ix)
Restrictions on the issuance of shares of the same class or series or of any
other class or series; and

(x)
The voting rights, if any, of the holders of shares of the class or series.

(b)
The number of authorized shares of Preferred Stock may be increased or
decreased (but not below the number of shares then outstanding) by the
affirmative vote of the holders of a majority of the voting power of Common
Stock, without a vote of the holders of the Preferred Stock, or of any series
thereof, unless a vote of any such holders is required pursuant to the terms of
the applicable Preferred Stock Designation.

(c)
The Corporation shall be entitled to treat the person in whose name any share
of its stock is registered as the owner thereof for all purposes and shall not
be bound to recognize any equitable or other claim to, or interest in, such
share on the part of any other person, whether or not the Corporation shall
have notice thereof, except as expressly provided in this Third Amended and
Restated Certificate of Incorporation or by applicable law.

4.Power to Sell and Purchase Shares. Subject to the requirements of
applicable law, the Corporation shall have the power to issue and sell all or
any part of any shares of any class of stock hereon or hereafter authorized to
such persons, and for such consideration, as the Board of Directors shall from
time to time, in its discretion, determine, whether or not greater
consideration could be received upon the issue or sale of the same number of
shares of another class, and as otherwise permitted by law. Subject to the
requirements of applicable law, the Corporation shall have the power to
purchase any shares of any class of stock herein or hereafter authorized from
such persons, and for such consideration, as the Board of Directors shall from
time to time, in its discretion, determine, whether or not less consideration
could be paid upon the purchase of the same number of shares of another class,
and as otherwise permitted by law.

3

ARTICLE
FIFTH

For
the management of the business and for the conduct of the affairs of the
Corporation, and in further definition, limitation and regulation of the powers
of the Corporation, of its directors and of its stockholders or any class
thereof, as the case may be, it is further provided that:

1.
The business and affairs of the Corporation shall be managed by or under the
direction of the Board of Directors. The number of directors which shall
constitute the whole Board of Directors shall be fixed by the Board of
Directors in the manner provided in the Bylaws.

2.
The directors, other than those who may be elected by the holders of any class
or series of Preferred Stock issued by the Corporation, shall be divided into
three classes, designated Class I, Class II and Class III. Each class shall
consist, as nearly as may be possible, of one-third of the total number of
directors constituting the entire Board of Directors. The initial division of
the Board of Directors into classes shall be made by the decision of the Board
of Directors. The term of the initial Class I directors shall terminate on the
date of the annual meeting next following December 31, 2004; the term of the
initial Class II directors shall terminate on the date of the annual meeting
next following December 31, 2005; and the term of the initial Class III
directors shall terminate on the date of the annual meeting next following
December 31, 2006. At each succeeding annual meeting of stockholders beginning
in 2005, successors to the class of directors whose term expires at that annual
meeting shall be elected for a three-year term. If the number of directors is
changed, any increase or decrease shall be apportioned among the classes so as
to maintain the number of directors in each class as nearly equal as possible,
and any additional director of any class elected to fill a vacancy resulting
from an increase in such class shall hold office for a term that shall coincide
with the remaining term of that class, but in no case will a decrease in the
number of directors shorten the term of any incumbent director.

3.
A director shall hold office until the annual meeting for the year in which his
or her term expires or until his or her successor shall be elected and shall
qualify, subject, however, to prior death, resignation, retirement,
disqualification or removal from office.

4.
Subject to applicable law and the terms of any one or more classes or series of
Preferred Stock, any vacancy on the Board of Directors that results from an increase
in the number of directors or resulting from the death, resignation, removal
from office or any other cause may be filled by a majority of the Board of
Directors then in office, although less than a quorum, or by a sole remaining
director, and not by the stockholders. Any director of any class elected to
fill a vacancy resulting from an increase in the number of directors of such
class shall hold office for a term that shall coincide with the remaining term
of that class. Any director elected to fill a vacancy not resulting from an
increase in the number of directors shall have the same remaining term as that
of his predecessor. Subject to applicable law and the rights, if any, of the
holders of shares of Preferred Stock then outstanding, any or all of the
directors of the Corporation may be removed from office at any time by the
stockholders only for cause and only by the affirmative vote of a majority of
the voting power of all of the then outstanding shares of capital stock of the
Corporation entitled to vote generally in the election of directors. A director
may not be removed by the stockholders at a meeting unless the notice of the
meeting states that

4

the
purpose, or one of the purposes, of the meeting is the removal of the director.
Notwithstanding the foregoing, whenever the holders of any one or more classes
or series of Preferred Stock issued by the Corporation shall have the right,
voting separately by class or series, to elect directors at an annual or
special meeting of stockholders, the election, term of office, filling of
vacancies and other features of such directorships shall be governed by the
terms of this Third Amended and Restated Certificate of Incorporation
applicable thereto, and such directors so elected shall not be divided into
classes pursuant to this Article Fifth unless expressly provided otherwise by
such terms.

5.
The Board of Directors may from time to time adopt, amend or repeal Bylaws;
provided, however, that the stockholders may amend or repeal any Bylaw or
Bylaws adopted by the Board of Directors, or adopt a new Bylaw or Bylaws, in
either case by the affirmative vote of the holders of at least eighty percent
(80%) of the voting power of all of the then outstanding shares of the capital
stock of the Corporation, voting together as a single class; and, provided,
further, however, that in the case of any such stockholder action at a special
meeting of stockholders, notice of the proposed adoption, amendment or repeal
of the new Bylaw or Bylaws must be contained in the notice of such special
meeting.

6.
The directors of the Corporation need not be elected by written ballot unless
the Bylaws so provide.

7.
Advance notice of stockholder nominations for the election of directors and of
business to be brought by stockholders before any meeting of the stockholders
of the Corporation shall be given in the manner provided in the Bylaws of the
Corporation.

8.
In addition to the powers and authority hereinbefore or by statute expressly
conferred upon them, the directors are hereby empowered to exercise all such
powers and do all such acts and things as may be exercised or done by the
Corporation, subject, nevertheless, to the provisions of the Delaware General
Corporation Law, this Third Amended and Restated Certificate of Incorporation,
and any Bylaws adopted by the stockholders; provided, however, that no Bylaws
hereafter adopted by the stockholders shall invalidate any prior act of the
directors which would have been valid if such Bylaws had not been adopted.

ARTICLE
SIXTH

1.Limitation of Liability. To the fullest extent permitted by the General
Corporation Law of the State of Delaware as the same exists or as may hereafter
be amended, a director of the Corporation shall not be personally liable to the
Corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director.

2.Indemnification. The Corporation may indemnify to the fullest extent
permitted by law any person made or threatened to be made a party to an action,
suit or proceeding, whether criminal, civil, administrative or investigative,
by reason of the fact that such person or his or her testator or intestate is
or was a director, officer, employee or agent of the Corporation, or any
predecessor of the Corporation, or serves or served at any other enterprise as
a director, officer, employee or agent at the request of the Corporation or any
predecessor to the Corporation.

5

3.Amendments. Neither any amendment nor repeal of this Article Sixth, nor
the adoption of any provision of the Corporation’s Certificate of Incorporation
inconsistent with this Article Sixth, shall eliminate or reduce the effect of
this Article Sixth, in respect of any matter occurring, or any action or
proceeding accruing or arising or that, but for this Article Sixth, would
accrue or arise, prior to such amendment, repeal, or adoption of an
inconsistent provision.

ARTICLE
SEVENTH

Unless
otherwise required by law, special meetings of stockholders, for any purpose or
purposes may be called by (i) the chairperson of the
Board of Directors, if there be one, (ii) the chief executive officer, (iii)
the president, or (iv) the Board of Directors. The ability of the stockholders
to call a special meeting is hereby specifically denied.

ARTICLE
EIGHTH

Any
action required or permitted to be taken by the stockholders of the Corporation
must be effected at a duly called annual or special meeting of stockholders of
the Corporation, and the ability of the stockholders to consent in writing to
the taking of any action is hereby specifically denied, provided, however, that
the holders of Preferred Stock may act by written consent to the extent
expressly provided in the applicable Preferred Stock Designation authorizing
the issuance of particular series of Preferred Stock pursuant to Article Fourth
of this Third Amended and Restated Certificate of Incorporation.

ARTICLE
NINTH

Meetings
of stockholders may be held within or without the State of Delaware, as the Bylaws may provide. The books of the
Corporation may be kept (subject to any provision contained in the statutes)
outside the State of Delaware at such place or places as may be designated from time
to time by the Board of Directors or in the Bylaws of the Corporation.

ARTICLE
TENTH

The
Corporation is to have perpetual existence.

ARTICLE
ELEVENTH

The
Corporation reserves the right to amend, alter, change or repeal any provision
contained in this Third Amended and Restated Certificate of Incorporation, in
the manner now or hereafter prescribed by this Third Amended and Restated
Certificate of Incorporation, the Corporation’s Bylaws or by statute, and all
rights conferred upon the stockholders herein are granted subject to this
right; provided, however, that notwithstanding any other provision of this
Third Amended and Restated Certificate of Incorporation (and in addition to any
other vote that may be required by law), the affirmative vote of the holders of
at least eighty percent (80%) of the voting power of all of the then
outstanding shares of the capital stock of the Corporation, voting together as
a single class, shall be required to amend, alter, change or repeal, or to adopt
any provisions as part of this Third Amended and Restated Certificate of
Incorporation inconsistent with the purposes and intent of Article Fifth,
Article Sixth, Article Seventh, Article Eighth and this Article Eleventh.